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EX-10.1 - EXHIBIT 10.1 5TH CREDIT AMENDMENT - DIEBOLD NIXDORF, Incexhibit101fifthamendmentto.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 17, 2018
Diebold Nixdorf, Incorporated
 
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
 
 
Ohio
 
1-4879
 
34-0183970
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
5995 Mayfair Road, P.O. Box 3077,
North Canton, Ohio
 
 
 
44720-8077
(Address of principal executive offices)
 
 
 
(Zip Code)
Registrant's telephone number, including area code: (330) 490-4000

Not Applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company        o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
     transition period for complying with any new or revised financial accounting standards provided pursuant to
     Section 13(a) of the Exchange Act.     o






Item 1.01.     Entry into a Material Definitive Agreement.

On April 17, 2018 (the “Effective Date”), Diebold Nixdorf, Incorporated (the “Company”) entered into an amendment (the “Fifth Amendment”) to its Credit Agreement, dated as of November 23, 2015 (as amended, amended and restated, modified or supplemented from time to time, the “Credit Agreement”), among the Company, certain subsidiary borrowers party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The Fifth Amendment, among other things, amends the Credit Agreement (i) to allow the Company to subtract 100% (rather than 75%) of its unrestricted cash and cash equivalents from “Total Debt” for purposes of calculating compliance with the maximum total net leverage ratio financial covenant and (ii) to change the applicable levels and step-downs of the maximum total net leverage ratio financial covenant.
All other material provisions including the interest rates and maturity dates under the Credit Agreement are unchanged. The foregoing description of the Fifth Amendment is qualified in its entirety by reference to the full text of the Fifth Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.








Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.








SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
Diebold Nixdorf, Incorporated
 
April 20, 2018
By:  
/s/ Christopher A. Chapman
 
 
 
Name:  
Christopher A. Chapman
 
 
 
Title:  
Senior Vice President and Chief Financial Officer